Closing Requirements. Closing shall occur after approval of title commitment, as described hereinabove.
a) At closing, Seller shall do the following:
1. Duly execute, acknowledge and deliver to Buyer, a Quit Claim Deed conveying the Property to Buyer, free and clear of all liens, claims, pledges and encumbrances.
b) At closing, Buyer shall do the following:
1. Execute and provide at closing, all documents reasonably required by the City for closing.
2. Tender payment at closing for the purchase price and all associated closing costs described herein.
Closing Requirements. Seller, Hartman and Purchaser shall take the fxxxxxxxg actions ("Closing Requirements") at or prior to the Closing:
4.2.1. Seller shall take such actions and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities.
4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof.
4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof.
4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby.
4.2.5. Seller and Hartman shall have executed and delivexxx xx Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto).
4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request.
4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current...
Closing Requirements. The consummation of the sale and purchase of the Property (the “Closing”) shall be effected through a closing escrow which shall be established by Seller and Buyer with the Escrow Holder utilizing a so-called “New York Style Closing” (i.e., meaning a Closing which has, on the Closing Date, the concurrent delivery of the documents of title, transfer of interests, delivery of the Title Policy or “marked-up” title commitment as described herein and the payment of the Purchase Price). Seller shall provide any customary affidavits or undertakings to the Title Company necessary for the afore-described “New York Style” type of Closing to occur. All documents to be delivered at the Closing and all payments to be made shall be delivered on or before the Closing Date as provided herein.
Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five (5) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing:
(a) the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be;
(b) delivery of all corporate records of CWEQ to the SUN Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested;
(c) copies of resolutions by SUN's Board of Directors authorizing this Agreement;
(d) copies of resolutions by CWEQ's Board of Directors authorizing this Agreement; and
(e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.
Closing Requirements. (1) Within two (2) business days, the Company shall deliver to the Purchaser:
(a) a duly executed share certificate registered in the name of the Purchaser, representing 225 Convertible Preferred Shares, Series B, being issued to Purchaser pursuant to this Agreement for outstanding amounts due to Purchaser and Purchaser’s affiliates for office rent, marketing services, consultant services and promissory notes;
(b) a Secretary’s Certificate, duly executed by the Secretary of the Company, appending certified copies of the Company’s Fundamental Documents and minutes/resolutions of the Board of Directors of the Company (the “Board”) (and, if applicable, any committee) approving the Documents and the transactions contemplated thereby (including, without limitation, the Certificate of Designation );
(c) an Incumbency Certificate, duly executed by an authorized officer of the Company, certifying with respect to the incumbency of the officers listed thereon and the genuineness of such officers’ respective signatures.
Closing Requirements. As a condition precedent to the Effective Date, the following matters shall have been satisfied (collectively, “Closing Conditions”):
(a) The Title Company must be unconditionally prepared to deliver to Master Tenant an ALTA form of leasehold owner policy of title insurance (“Title Policy”), at Landlord’s sole cost and expense, in accordance with the Title Commitment, as revised pursuant to Master Tenant’s comments or objections, or otherwise in conformance with a Proforma Owner’s Policy of Title Insurance approved by Master Tenant as of the closing.
(b) If a Fee Mortgage will exist as of the Effective Date, all Fee Loan Documents have been delivered to Master Tenant and Master Tenant has approved of the terms of the Fee Mortgage and Fee Loan Documents, such approval not to be unreasonably withheld.
Closing Requirements. (a) Concurrently with the execution hereof or on or prior to the date on which the Bank makes the initial Advance hereunder, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) resolutions of the Board of Directors or validly authorized Executive Committee of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing: the borrowing of funds hereunder, and the execution, delivery and performance of this Agreement and the other Financing Documents; and (2) an opinion of counsel for the Borrower satisfactory as to form and substance to the Bank, as to each of the matters set forth in Sections 2.1, 2.2., 2.3, 2.8, 2.9 and 2.15(c) and (d).
(b) On or before each date on which the Bank makes an Advance hereunder, the Borrower shall cause to be done or provided to the Bank, as the case may be, the following: (1) a Loan Request not less than ten (10) Business Days before the date on which the Advance is to be made; (2) a certificate executed by the Secretary or an Assistant Secretary of the Borrower, certifying that: (i) the representations and warranties of the Borrower contained herein remain true and correct as of such date; (ii) no Event of Default or Default has then occurred hereunder; and (iii) no default or event which, with the giving of notice, or the lapse of time, or both, would become a default thereunder, has then occurred with respect to the Eligible Loan to which such Advance relates; (3) a Promissory Note in the amount of the Advance, duly executed on behalf of the Borrower; (4) a Notice of Assignment with respect to the Eligible Loan; (5) the original executed documents (including, without limitation, the promissory note endorsed by the Borrower to the order of the Bank) comprising the Eligible Loan to which such Advance relates; (6) with respect to any letter of credit which constitutes a portion of the Collateral, the Borrower shall cause to be executed and delivered an assignment of proceeds of such letter of credit in favor of the Bank as collateral security hereunder; and (7) such documents shall have been delivered, and such filings shall have been made and other actions taken, as reasonably may be required by the Bank and its counsel to perfect a valid, first priority security interest granted by the Borrower to the Bank with respect to the Collateral.
Closing Requirements. The issue and sale of the Units and the release of the funds from the Escrow Account to the Fund(s) shall be subject to the accuracy on and as of the Closing Date of, and compliance on each Closing Date with, the representations and warranties of the General Partner and the Selling Agent herein and the performance by the Fund(s), the General Partner and the Selling Agent of their obligations hereunder. The General Partner may terminate this Agreement at any time, in its discretion. In the event of any such termination, all subscriptions received from prospective investors of the Fund(s), but not yet accepted by the Fund shall promptly be returned to them as provided in the Prospectus.
Closing Requirements. (a) At the Closing, City shall do the following: (i) Execute and deliver to the Title Company an affidavit in form and substance satisfactory to the Title Company and consistent with customary practices in Xxxxxxxxxx County , Ohio, permitting the Title Company to delete from the Title Policy exceptions for mechanics' liens and parties in possession (excluding work performed by or under the direction of Developer); (ii) Execute and deliver the Deed , a closing statement and a non-foreign affidavit; (iii) Deliver to Developer evidence reasonably satisfactory to Developer that City has the authority and power to enter into this Agreement and to consummate the transaction provided for herein; and (iv) Execute and deliver such other documents as City and Developer may have agreed to deliver at the Closing or as reasonably required by the Title Company and/or Developer.
(b) At the Closing, Developer shall pay the Purchase Price as provided herein to City, and shall do the following: (i) Deliver to City evidence reasonably satisfactory to City that (a) Developer is duly formed and validly existing in the State of Ohio, (b) member resolutions stating that (1) Developer has the authority and power to enter into this Agreement and to consummate the transaction provided for herein, (2) the consummation of the transaction provided for herein will not breach the organizational documents of Developer, and (3) the individuals executing all documents in connection herewith on behalf of Developer have the authority and power so to do; and (ii) Execute and deliver such other documents as City and Developer may have agreed to deliver at the Closing or as reasonably required by the Title Company and/or City.
(c) The unconditional delivery to the Title Company of the Purchase Price , the Deed, and all other document and instruments required to be delivered by either party to the other by the terms of this Agreement shall be deemed to be a good and sufficient tender of performance of t h e terms hereof.
Closing Requirements. The consummation of the Second Closing within 45 days following the Effective Date and the consummation of the Third Closing within 90 days following the Effective Date shall be referred to herein as the “Closing Requirements”.
